SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Waye Thom

(Last) (First) (Middle)
C/O SIGMA CAPITAL ADVISORS, LLC
800 THIRD AVENUE, SUITE 1701

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
BERLINER COMMUNICATIONS INC [ BERL.OB ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
04/18/2008
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 04/18/2008 M 750,000 A $0.01 750,000 I See Footnote(1)(2)
Common Stock 04/18/2008 F 5,103 D $1.47 744,897 I See Footnote(1)(2)
Common Stock 04/18/2008 M 1,500,000 A $0.01 2,244,897 I See Footnote(1)(3)
Common Stock 04/18/2008 F 10,205 D $1.47 2,234,692 I See Footnote(1)(3)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Warrant (Right to Buy)(4) $0.01 04/18/2008 M 750,000 12/29/2006 12/29/2011 Common Stock 750,000 $0 0 I See Footnotes(1)(2)
Warrant (Right to Buy)(5) $0.01 04/18/2008 M 1,500,000 12/29/2006 12/29/2011 Common Stock 1,500,000 $0 0 I See Footnotes(1)(3)
1. Name and Address of Reporting Person*
Waye Thom

(Last) (First) (Middle)
C/O SIGMA CAPITAL ADVISORS, LLC
800 THIRD AVENUE, SUITE 1701

(Street)
NEW YORK NY 10022

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Sigma Capital Advisors, LLC

(Last) (First) (Middle)
800 THIRD AVENUE

(Street)
NEW YORK NY 10022

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Sigma Capital Partners, LLC

(Last) (First) (Middle)
800 THIRD AVENUE

(Street)
NEW YORK NY 10022

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Sigma Opportunity Fund LLC

(Last) (First) (Middle)
800 THIRD AVENUE

(Street)
NEW YORK NY 10022

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Sigma Berliner, LLC

(Last) (First) (Middle)
C/O SIGMA CAPITAL ADVISORS, LLC
800 THIRD AVENUE, SUITE 1701

(Street)
NEW YORK NY 10022

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. This Form 4 is filed jointly by Thom Waye, Sigma Opportunity Fund ("Sigma Fund"), Sigma Capital Advisors, LLC ("Sigma Advisors"), Sigma Capital Partners, LLC ("Sigma Partners") and Sigma Berliner, LLC ("Sigma Berliner").
2. These securities are owned directly by Sigma Berliner and owned indirectly by Sigma Advisors by virtue of it being the managing member of Sigma Berliner; by Sigma Partners by virtue of it being the sole member of Sigma Advisors; and by Mr. Waye by virtue of his position as the sole member of Sigma Partners. Mr. Waye, Sigma Advisors and Sigma Partners disclaim beneficial ownership of the shares owned by Sigma Berliner except to the extent of their pecuniary interest therein.
3. These securities are owned directly by Sigma Fund and owned indirectly by Sigma Advisors by virtue of it being the managing member of Sigma Fund; by Sigma Partners by virtue of it being the sole member of Sigma Advisors; and by Mr. Waye by virtue of his position as the sole member of Sigma Partners. Mr. Waye, Sigma Advisors and Sigma Partners disclaim beneficial ownership of the shares owned by Sigma Fund except to the extent of their pecuniary interest therein.
4. A warrant for 750,000 shares was exercised in a cashless exercise pursuant to which 5,103 shares underlying the warrant were surrendered to the Issuer as payment of the exercise price.
5. A warrant for 1,500,000 shares was exercised in a cashless exercise pursuant to which 10,205 shares underlying the warrant were surrendered to the Issuer as payment of the exercise price.
/s/ Kevin W. Waite - By: Power of Attorney 04/18/2008
/s/ Kevin W. Waite - Sigma Capital Advisors, LLC (Authorized Representative) 04/18/2008
/s/ Kevin W. Waite - Sigma Capital Partners, LLC (Authorized Representative) 04/18/2008
/s/ Kevin W. Waite - Sigma Opportunity Fund, LLC (Authorized Representative) 04/18/2008
/s/ Kevin W. Waite - Sigma Berliner, LLC (Authorized Representative) 04/18/2008
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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